Section 180.0631. Corporation's acquisition of its own shares.

 

(1)  Treasury shares shall be considered issued shares but not outstanding shares.

(2)  A corporation may acquire its own shares and all shares so acquired after December 31, 1990, constitute treasury shares unless any of the following conditions exists:

(a) The articles of incorporation prohibit treasury shares or prohibit the reissuance of acquired shares.

(b) The board of directors, by resolution, cancels the acquired shares, in which event the shares are restored to the status of authorized but unissued shares.

(3)  

(a) If the articles of incorporation prohibit treasury shares but do not prohibit the reissuance of acquired shares, all of its own shares acquired by the corporation shall be restored to the status of authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, except in the case of an investment company that has authorized an indefinite number of shares. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the department for filing. The articles shall include all of the following information:

1. The name of the corporation.

2. The reduction in the number of authorized shares, itemized by class and series.

3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

4. A statement that the amendment was adopted by the board of directors and that shareholder action was not required.

(4)   Sections 180.0621 to 180.0628 , as they apply to the issuance of shares, apply to the issuance of treasury shares.

(5)  Treasury shares existing on December 31, 1990, remain treasury shares until disposed of, canceled or restored to the status of authorized but unissued shares by action of the board of directors or shareholders.

1989 a. 303 ; 1991 a. 16 ; 1995 a. 27 , 271 .